Jonathan Price
Q2 HoldingsAbout Jonathan Price
Jonathan A. Price (age 41) is Q2 Holdings’ Chief Financial Officer, appointed effective November 6, 2024; he has been with Q2 since February 2018 and holds an H.B.A. from the Richard Ivey School of Business at the University of Western Ontario . In fiscal 2024, Q2 delivered GAAP revenue of $696.5 million (+12% YoY), Adjusted EBITDA of $125.3 million (up from $76.9 million in 2023), and nearly 600 bps of Adjusted EBITDA margin expansion, metrics used directly in executive incentive plans . Under an assumed change-of-control transaction price of $100.65 (12/31/2024 close), Q2’s Relative TSR PSUs would have been at the 94.77th percentile versus the S&P Software & Services Select Index and 2022 MSUs at the 82.54th percentile versus the Russell 2000—illustrating the relative TSR performance framework embedded in long-term incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Q2 Holdings | Chief Financial Officer | Nov 2024–Present | Finance leadership for profitable growth strategy; principal financial & accounting officer |
| Q2 Holdings | EVP, Strategy & Emerging Businesses | Sep 2023–Nov 2024 | Guided strategic initiatives; oversaw Helix, Q2 Innovation Studio, Alt-FI lending |
| Q2 Holdings | EVP, Emerging Businesses, Corporate & Business Development | Sep 2020–May 2023 | Led corporate/business development; accelerated innovation and growth |
| Q2 Holdings | SVP, Emerging Businesses, Corporate & Business Development | Oct 2019–Sep 2020 | Built emerging businesses operations and BD function |
| Q2 Holdings | SVP, Corporate & Business Development | Jan 2019–Oct 2019 | Led BD function and M&A strategy |
| Q2 Holdings | SVP, Corporate Development | Feb 2018–Jan 2019 | Corporate development and strategic transactions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BMO Capital Markets | Director, Tech & Business Services IB | Nov 2015–Feb 2018 | Advised tech/business services clients; executed financing/M&A |
| BMO Capital Markets | Vice President, Technology IB | Jan 2012–Nov 2015 | Coverage and execution in Technology IB |
| BMO Capital Markets | Associate, Technology IB | Jan 2009–Jan 2012 | Transaction execution in technology sector |
| Citi | Associate, TMT Investment Banking | Jul 2008–Dec 2008 | TMT IB execution |
| Citi | Analyst, Diversified Investment Banking | Jul 2005–Jul 2008 | Analytical support across diversified IB |
| Goldman Sachs | Analyst, Industrials Investment Banking | May 2004–Aug 2004 | Industrials IB analysis |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2025 (current terms) | 450,000 | 100% | 450,000 | — |
| 2024 | 400,000 | 70% | 280,000 | 354,200 |
| 2023 | 400,000 | 70% | 280,000 | 157,952 |
| 2022 | 324,423 | — | — | 184,417 |
Performance Compensation
Annual Cash Bonus – FY2024 (metrics, weighting, targets, actuals, payout)
| Metric | Weighting | Target | Actual | Payout (%) | Weighted Payout (%) |
|---|---|---|---|---|---|
| Non-GAAP Revenue | 50% | $689,000,000 | $696,464,195 | 127.1% | 63.6% |
| Adjusted EBITDA | 50% | $111,000,000 | $125,338,221 | 125.9% | 62.9% |
| Total | — | — | — | — | 126.5% |
Long-Term Incentives – FY2024 grants (PSUs and RSUs) and vesting
| Award Type | Grant Date | Metric | Threshold (#) | Target (#) | Maximum (#) | Vesting/Determination |
|---|---|---|---|---|---|---|
| PSUs (Adjusted EBITDA Margin) | Mar 7, 2024 | Adjusted EBITDA margin vs target | 10,713 | 21,427 | 42,854 | Earned based on 2025 Adjusted EBITDA Margin; up to 100% vests at determination; >100% portion vests ~3rd anniversary |
| PSUs (Relative TSR) | Mar 7, 2024 | TSR vs S&P Software & Services Select Index | 10,713 | 21,427 | 42,854 | Earned/vests ~3rd anniversary based on relative TSR |
| RSUs | Mar 7, 2024 | Time-based | — | 42,854 | — | Four equal annual installments beginning Mar 3, 2025 |
Outstanding/previous awards and vesting mechanics
| Award | Grant Date | Units Outstanding (as of 12/31/2024) | Market Value ($) | Key Vesting Terms |
|---|---|---|---|---|
| Stock Options (exercisable) | Mar 8, 2018 | 11,641 | — | Vested 1/4 on 3/8/2018; thereafter 1/48 monthly; $47.00 strike; expires 3/8/2025 |
| RSUs (2021 grant) | Mar 3, 2021 | 1,224 | 123,196 | Four equal annual installments on Mar 3 |
| RSUs (2022 grant) | Mar 10, 2022 | 10,620 | 1,068,903 | Four equal annual installments on Mar 3 |
| RSUs (2023 grant) | Mar 2, 2023 | 35,334 | 3,556,367 | Four equal annual installments on Mar 3 |
| RSUs (2024 grant) | Mar 7, 2024 | 42,854 | 4,313,255 | Four equal annual installments starting Mar 3, 2025 |
| MSUs (2022 grant) | Mar 10, 2022 | 16,750 | 1,685,822 | Earned; vests in two installments on 2nd and 3rd anniversary |
| PSUs (2023 EBITDA) | Mar 2, 2023 | 21,427 | 2,156,628 | Earned on EBITDA margin for period ended 12/31/2024; vests in two installments on ~2nd & ~3rd anniversary |
| PSUs (2023 TSR) | Mar 2, 2023 | 23,555 | 2,370,811 | Earned based on relative TSR; vests ~3rd anniversary |
| PSUs (2024 EBITDA) | Mar 7, 2024 | 21,427 | 2,156,628 | Vests in two installments on ~2nd & ~3rd anniversary, if earned |
| PSUs (2024 TSR) | Mar 7, 2024 | 21,427 | 2,156,628 | Vests ~3rd anniversary, if earned |
Option exercises and stock vested in FY2024:
- Shares acquired upon vesting in 2024: 24,968; value realized $1,167,258; options exercised: none disclosed for Price .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 3,367 shares; less than 1% of outstanding (62,303,843 shares outstanding as of Mar 31, 2025) |
| Insider policy | Hedging and pledging prohibited; blackout periods and pre-clearance required; clawback policy applies (March 2021 policy for pre-Oct 2, 2023 compensation) |
| Ownership guidelines | Company states maintenance of stock ownership guidelines; specifics not disclosed in provided sections |
Employment Terms
- Employment agreement: Amended and restated effective November 8, 2024; at-will; current annual base salary $450,000; eligible for annual incentive bonus targeted at $450,000 for fiscal 2025 .
- Restrictive covenants: Non-compete and non-solicitation obligations apply during employment and for two years post-termination; confidentiality and assignment of inventions obligations apply .
- Clawback/recoupment: Company clawback for incentive compensation tied to financial reporting (pre-Oct 2, 2023 policy) and an updated policy thereafter; hedging and pledging are prohibited .
- 280G/4999 treatment: Best-net approach—executive receives either full payments or reduced payments to avoid excise tax, whichever yields the highest after-tax amount; no excise tax gross-up .
- Change-in-control mechanics:
- RSUs/options accelerate if awards are not assumed/substituted, or upon qualifying termination within 12 months post-CIC; performance awards determine earn-out using CIC transaction price immediately prior to closing; Adjusted EBITDA Margin PSUs vest at target on CIC date .
Potential Payments Tables (as of 12/31/2024)
| Scenario | Salary ($) | Bonus ($) | COBRA ($) | Accelerated Shares (#) | Accelerated Equity Market Value ($) | Total ($) |
|---|---|---|---|---|---|---|
| CIC + qualifying termination | 800,000 | 280,000 | 54,506 | 257,684 | 25,935,895 | 27,070,401 |
| Involuntary termination (no CIC) | 600,000 | 280,000 | 40,879 | 54,963 | 5,532,026 | 6,452,905 |
| CIC with awards assumed/continued; no termination | — | — | — | 167,652 | 16,874,174 | 16,874,174 |
Multi-Year Summary Compensation
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 400,000 | 4,582,378 | 354,200 | 32,137 | 5,368,715 |
| 2023 | 400,000 | 3,375,496 | 157,952 | 29,324 | 3,962,772 |
| 2022 | 324,423 | 2,217,668 | 184,417 | 25,080 | 2,751,588 |
Compensation Structure Analysis
- FY2024 LTI structure balanced 50% PSUs (Adjusted EBITDA Margin and Relative TSR) and 50% RSUs, emphasizing pay-for-performance with multi-year horizons and retention through time-based vesting .
- No option repricings or equity award modifications in 2024; mitigates red-flag risk of award changes .
- Peer group updated for fiscal 2025 (removed Alteryx, New Relic; added Alkami Technology, BILL Holdings, Clearwater Analytics, Intapp, Qualys), indicating refreshed benchmarking inputs .
- Salary and bonus vs total compensation ratios highlight significant equity-linked pay; actual FY2024 cash bonus paid at 126.5% of target, aligning payout with measured outperformance on revenue and Adjusted EBITDA .
Risk Indicators & Red Flags
- Pledging and hedging prohibited—reduces misalignment risk; blackout and pre-clearance procedures in effect .
- Two-year non-compete and non-solicit reduce near-term departure incentives; severance is structured without excise tax gross-ups (best-net approach) .
- Option award expiring March 8, 2025 ($47 strike) could create discrete trading windows around expiry; Price had no option exercises in 2024 and vested 24,968 shares via RSU/MSU vesting that year .
- Pension/SERP and nonqualified deferred compensation plans are not in place—no hidden retirement-related liabilities .
Investment Implications
- Alignment: High proportion of at-risk pay through PSUs tied to Adjusted EBITDA Margin and Relative TSR, plus RSUs, links compensation to core value drivers and peer-relative stock performance; FY2024 bonus payout mirrors strong execution on revenue and profitability .
- Retention risk: Significant unvested RSUs/PSUs with annual March vesting cadence and two-year non-compete/non-solicit lower near-term exit risk; 2025 cash comp terms (base $450k; target bonus $450k) maintain competitiveness .
- Trading signals: Annual March vesting dates and the March 8, 2025 option expiry present predictable liquidity/timing events that can influence insider-related supply; hedging/pledging bans limit leverage-driven selling .
- Pay-for-performance integrity: No option repricing in 2024, clawback policies in place, and refreshed peer group indicate governance attention to compensation risk and market alignment .